Brazoria West Solar Application

O'HANL0N11 DEMERATH &CASTILLO ATTORNEYS AND COUNSELORS AT LAW

808WEST AVENUE AUSTIN, TEXAS 78701 TELEPHONE (512) 494-9949 FACSIMILE (512)494-9919

July 18, 2019

Local Government Assistance & Economic Analysis Texas Comptroller of Public Accounts P.O. Box 13528 Austin, Texas 78711-3528

RE: Application to the Columbia-Brazoria Independent School District from Brazoria West Solar Project, LLC

To the Local Government Assistance & Economic Analysis Division:

By copy of this letter transmitting the application for review to the Comptroller's Office, the Columbia-Brazoria Independent School District is notifying Brazoria West Solar Project, LLC of its intent to consider the application for appraised value limitation on qualified property should a positive certificate be issued by the Comptroller. The Applicant submitted the Application to the th th school district on June 25 , 2019. The Board voted to accept the application on June 25 , 2019. The th application has been determined complete as of July 18 , 2019. The Applicant has provided the schedules in both electronic format and paper copies. The electronic copy is identical to the hard copy that will be hand delivered.

The Applicant has requested that a portion of Tab 11, specifically the detailed layout of the planned solar plant, be kept confidential until such time the Board votes to approve the application. In accordance with 34 TAC 9 .1053, the information that is the subject of this request is segregated from the materials submitted contemporaneously with this application, that is, the proprietary commercial information regarding the competitive siting decisions for the possible project and proprietary information regarding the proposed layout of the project. The confidential materials are being submitted separately to protect against unintended disclosure. The maps depicting the planned location of the project display proprietary commercial information regarding the specific location of the possible project and the nature of the business that will be conducted at the site. The materials are protected by the trade secret exception set forth in Texas Government Code §552.110.

A copy of the application will be submitted to the Brazoria County Appraisal District.

Sincerely, ~ Kevin O'Hanlon School District Consultant

Cc: Brazoria County Appraisal District Brazoria West Solar Project, LLC POPP I HUTCHESON PLLC The Property Tax Firm

June 25, 2019

Note: HAND DELIVERED

Columbia-Brazoria Independent School District Attn: Steven Galloway, Superintendent 520 S. 16th Street West Columbia, TX 77486

Application for Appraised Value Limitation on Qualified Property (Form 50-296A)

Dear Superintendent Galloway and Columbia-Brazoria ISO Board of Trustees:

Enclosed please find a copy of the referenced application for Brazoria West Solar Project LLC along with a check for the associated application fee. If you have any questions, then please feel free to contact me at (512) 473-2661.

Respectfully yours,

Blas J. Ortiz Property Tax Incentives Manager Popp Hutcheson PLLC

Enclosures

1301 S. Mopac, Suite 430 I Austin, TX 78746 I phone 512 473 2661 I fax 51 2 479 801 3 I www.property-tax.com Data Analysis and Texas Comptroller of Public Accounts Transparency Form 50-296-A

TAB ATTACHMENT

Pages 1 through 11 of Application

2 Proof of Payment of Application Fee

3 Documentation of Combined Group membership under Texas Tax Code 171.0001 (7), history of tax default, delinquencies and/or material litigation (if applicable)

4 Detailed description of the project

5 Documentation to assist in determining if limitation is a determining factor

6 Description of how project is located in more than one district, including list of percentage in each district and, if determined to be a single unified project, documentation from the Office of the Governor (if applicable)

7 Description of Qualified Investment

8 Description of Qualified Property

9 Description of Land

10 Description of all property not eligible to become qualified property (if applicable)

11 Maps that clearly show: a) Project vicinity b) Qualified investment including location of tangible personal propertry to be placed in service during the qualifying time period and buildings to be constructed during the qualifying time period c) Qualified property including location of new buildings or new improvements d) Existing property e) Land location within vicinity map f) Reinvestment or Enterprise Zone within vicinity map, showing the actual or proposed boundaries and size Note: Electronic maps should be high' resolution files . Include map legends/markers.

12 Request for Waiver of Job Creation Requirement and supporting information (if applicable)

13 Calculation of three possible wage requirements with TWC documentation

14 Schedules A1, A2, B, C and D completed and signed Economic Impact (if applicable)

15 Economic Impact Analysis, other payments made in the state or other economic information (if applicable)

16 Description of Reinvestment or Enterprise Zone, including: a) evidence that the area qualifies as a enterprise zone as defined by the Governor's Office b) legal description of reinvestment zone* c) order, resolution or ordinance establishing the reinvestment zone* d) guidelines and criteria for creating the zone* * To be submitted with application or before date of final application approval by school board

17 Signature and Certification page, signed and dated by Authorized School District Representative and Authorized Company Representative (applicant)

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50-296-A • 03-17/3 TABOl

BRAZORIA WEST SOLAR PROJECT LLC

CHAPTER 313 APPLICATION FOR APPRAISED VALUE LIMITATION ON QUALIFIED PROPERTY

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Data Analysis and Texas Comptroller of Public Accounts Transparency Form 50-296-A Application for Appraised Value Limitation on Qualified Property (Tax Code, Chapter 313, Subchapter B or C)

INSTRUCTIONS: This application must be completed and filed with the school district. In order for an application to be processed, the governing body (school board) must elect to consider an application, but - by Comptroller rule - the school board may elect to consider the application only after the school district has received a completed application. Texas Tax Code, Section 313.025 requires that any completed application and any supplemental materials received by the school district must be forwarded within seven days to the Comptroller of Public Accounts. If the school board elects to consider the application, the school district must: • notify the Comptroller that the school board has elected to consider the application. This notice must include: the date on which the school district received the application; - the date the school district determined that the application was complete; - the date the school board decided to consider the application; and - a request that the Comptroller prepare an economic impact analysis of the application; • provide a copy of the notice to the appraisal district; • must complete the sections of the application reserved for the school district and provide information required in the Comptroller rules located at 34 Texas Administrative Code (TAC) Section 9.1054; and • forward the original hard copy of the completed application to the Comptroller in a three-ring binder with tabs, as indicated on page 9 of this application, separating each section of the documents, in addition to an electronic copy on CD. See 34 TAC Chapter 9, Subchapter F. The governing body may, at its discretion, allow the applicant to supplement or amend the application after the filing date, subject to the restrictions in 34 TAC Chapter 9, Subchapter F. When the Comptroller receives the notice and required information from the school district, the Comptroller will publish all submitted application materials on its website. The Comptroller is authorized to treat some application information as confidential and withhold it from publication on the Internet. To do so, however, the information must be segregated and comply with the other requirements set out in the Comptroller rules. For more information, see guidelines 1 on Comptroller's website. The Comptroller will independently determine whether the application has been completed according to the Comptroller's rules (34 TAC Chapter 9, Subchapter F). If the Comptroller finds the application is not complete, the Comptroller will request additional materials from the school district. Pursuant to 9.1053(a)(1)(C), requested information shall be provided within 20 days of the date of the request. When the Comptroller determines that the application is complete, it will send the school district a notice indicating so. The Comptroller will determine the eligibility of the project, issue a certificate for a limitation on appraised value to the school board regarding the application and prepare an economic impact evaluation by the 90th day after the Comptroller receives a complete application-as determined by the Comptroller. The school board must approve or disapprove the application not later than the 150th day after the application review start date (the date the application is finally determined to be complete), unless an extension is granted. The Comptroller and school district are authorized to request additional information from the applicant that is reasonably necessary to issue a certificate, complete the economic impact evaluation or consider the application at any time during the application review period. Please visit the Comptroller's website to find out more about the program at comptroller.texas.gov/economy/local/ch313/. There are links to the Chapter 313 statute, rules, guidelines and forms. Information about minimum limitation values for particular districts and wage standards may also be found at that site. SECTION 1: School District Information 1. Authorized School District Representative June 25, 2019 Date Application Received by District Steven Galloway First Name Last Name Superintendent Title Columbia-Brazoria Independent School District School District Name 520 S. 16th Street Street Address PO Box 158 Mailing Address West Columbia TX 77486 City State ZIP (979) 345-5147 (979) 345-4890 Phone Number Fax Number [email protected] Mobile Number (optional) Email Address 2. Does the district authorize the consultant to provide and obtain information related to this application? ...... [lJ Yes D No

The Data Ana lysis and Transparency Division at the Texas Comptroll er of Public Accounts For more information, visit ou r website: provides information and resources for taxpayers and loca l taxing entities. comptroller.texas.gov/economy/local/ch313/ 50-296-A • 03-17/3 Data Analysis and Texas Comptroller of Public Accounts. Transparency Form 50-296-A SECTION 1: School District Information (continued) 3. Authorized School District Consultant (If Applicable) Kevin O'Hanlon First Name Last Name Partner

Title O'Hanlon, Demerath & Castillo Firm Name (512) 494-9949 (512) 494-9919 Phone Number Fax Number (978) 989-2495 [email protected] Mobile Number (optional) Email Address

4. On what date did the district determine this application complete? July 18, 2019

5. Has the district determined that the electronic copy and hard copy are identical? ...... Yes D No

SECTION 2: Applicant Information 1. Authorized Company Representative (Applicant) Georgios Pergamalis First Name Last Name Executive Vice President Brazoria West Solar Project, LLC Title Organization 16105 W 113th St, Ste 108 Street Address

Mailing Address Lenexa KS 66219 City State ZIP

Phone Number Fax Number (978) 989-2495 [email protected] Mobile Number (optional) Business Email Address 2. Will a company official other than the authorized company representative be responsible for responding to future information requests? ...... Yes D No 2a. If yes, please fill out contact information for that person.

Nick Schuler First Name Last Name Development Manager Brazoria West Solar Project, LLC Title Organization 16105 W 113th St, Ste 108 Street Address

Mailing Address Lenexa KS 66219 City State ZIP (84 7) 902-7340 Phone Number Fax Number [email protected] Mobile Number (optional) Business Email Address

3. Does the applicant authorize the consultant to provide and obtain information related to this application? ...... Yes D No

For more information, visit our website: comptroller.texas.gov/economy/local/ch313/ Page2

50-296-A • 03-1 7/3 Data Analysis and Texas Comptroller of Public Accounts Transparency Form 50-296-A SECTION 2: Applicant Information (continued)

4. Authorized Company Consultant (If Applicable) Blas Ortiz First Name Last Name Property Tax Incentives Manager

Title Popp Hutchenson PLLC Firm Name (512) 473-2661 (512) 479-8013 Phone Number Fax Number [email protected] Business Email Address

SECTION 3: Fees and Payments t Has an application fee been paid to the school district? ...... [Z] Yes D No The total fee shall be paid at time of the application is submitted to the school district. Any fees not accompanying the original application shall be considered supplemental payments.

i a. If yes, attach in Tab 2 proof of application fee paid to the school district. For the purpose of questions 2 and 3, "payments to the school district" include any and all payments or transfers of things of value made to the school district or to any person or persons in any form if such payment or transfer of thing of value being provided is in recognition of, anticipation of, or consideration for the agreement for limitation on appraised value. 2. Will any "payments to the school district" that you may make in order to receive a property tax value limitation agreement result in payments that are not in compliance with Tax Code §3i3.027(i)? ...... D Yes [Z] No D N/A 3. If "payments to the school district" will only be determined by a formula or methodology without a specific amount being specified, could such method result in "payments to the school district" that are not in compliance with Tax Code §3i3.027(i)? ...... D Yes Li] No D N/A

SECTION 4: Business Applicant Information t What is the legal name of the applicant under which this application is made? Brazoria West Solar Project, LLC 2. List the Texas Taxpayer I.D. number of entity subject to Tax Code, Chapter i7i (11 digits) ...... 32066924575

3. List the NAICS code ...... 221114

4. Is the applicant a party to any other pending or active Chapter 3i3 agreements? ...... D Yes [Z] No 4a. If yes, please list application number, name of school district and year of agreement

SECTION 5: Applicant Business Structure t Identify Business Organization of Applicant (corporation, limited liability corporation, etc) ______L _i_m_it_e_d_ L_ia_b_i_lit-=y_C_o_m---'-p_a_n-=--y____ _

2. Is applicant a combined group, or comprised of members of a combined group, as defined by Tax Code §i?t000i (7)? ...... D Yes 2a. If yes, attach in Tab 3 a copy of Texas Comptroller Franchise Tax Form No. 05-i 65, No. 05- i 66, or any other documentation from the Franchise Tax Division to demonstrate the applicant's combined group membership and contact information. 3. Is the applicant current on all tax payments due to the State of Texas? ...... No 4. Are all applicant members of the combined group current on all tax payments due to the State of Texas? ...... D Yes [Z] N/A

5. If the answer to question 3 or 4 is no, please explain and/or disclose any history of default, delinquencies and/or any material litigation , including litigation involving the State of Texas. (If necessary, attach explanation in Tab 3)

For more information, visit our website: comptroller.texas.gov/economy/local/ch313/ Page 3

50-296-A • 03-17 /3 Data Analysis and Texas Comptroller of Public Accounts Transparency Form 50-296-A

SECTION 6: Eligibility Under Tax Code Chapter 313.024 1. Are you an entity subject to the tax under Tax Code, Chapter 171? ...... [{] Yes No 2. The property will be used for one of the following activities: (1) manufacturing ...... D Yes [Z] No (2) research and development ...... D Yes [Z] No (3) a clean coal project, as defined by Section 5.001, Water Code ...... O Yes [Z] No (4) an advanced clean energy project, as defined by Section 382.003, Health and Safety Code ...... D Yes [Z] No (5) renewable energy electric generation ...... [Z] Yes No (6) electric power generation using integrated gasification combined cycle technology ...... D Yes [Z] No (7) nuclear electric power generation ...... D Yes [l] No (8) a computer center that is used as an integral part or as a necessary auxiliary part for the activity conducted by applicant in one or more activities described by Subdivisions (1) through (7) ...... D Yes [Z] No (9) a Texas Priority Project, as defined by 313.024(e)(7) and TAC 9.1051 ...... O Yes [Z] No 3. Are you requesting that any of the land be classified as qualified investment? ...... D Yes [Z] No 4. Will any of the proposed qualified investment be leased under a capitalized lease? O Yes [Z] No 5. Will any of the proposed qualified investment be leased under an operating lease? D Yes [Z] No 6. Are you including property that is owned by a person other than the applicant? ...... D Yes [Z] No 7. Will any property be pooled or proposed to be pooled with property owned by the applicant in determining the amount of your qualified investment? ...... O Yes [l] No

SECTION 7: Project Description

1. In Tab 4, attach a detailed description of the scope of the proposed project, including, at a minimum, the type and planned use of real and tangible personal property, the nature of the business, a timeline for property construction or installation, and any other relevant information.

2. Check the project characteristics that apply to the proposed project: [Z] Land has no existing improvements D Land has existing improvements (complete Section 13) D Expansion of existing operation on the land (complete Section 13) D Relocation within Texas

SECTION 8: Limitation as Determining Factor

1. . Does the applicant currently own the land on which the proposed project will occur? ...... D Yes [l] No 2. Has the applicant entered into any agreements, contracts or letters of intent related to the proposed project? ...... D Yes [Z] No 3. Does the applicant have current business activities at the location where the proposed project will occur? ...... D Yes [Z] No

4. Has the applicant made public statements in SEC filings or other documents regarding its intentions regarding the proposed project location? ...... O Yes [Z] No 5. Has the applicant received any local or state permits for activities on the proposed project site? ...... D Yes [Z] No 6. Has the applicant received commitments for state or local incentives for activities at the proposed project site? ...... D Yes [Z] No 7. Is the applicant evaluating other locations not in Texas for the proposed project? ...... [l] Yes No 8. Has the applicant provided capital investment or return on investment information for the proposed project in comparison with other alternative investment opportunities? ...... O Yes [Z] No 9. Has the applicant provided information related to the applicant's inputs, transportation and markets for the proposed project? ... . D Yes [Z] No

10. Are you submitting information to assist in the determination as to whether the limitation on appraised value is a determining factor in the applicant's decision to invest capital and construct the project in Texas? ...... [Z] Yes No Chapter 313.026(e) states "the applicant may submit information to the Comptroller that would provide a basis for an affirmative determination under Subsection (c)(2)." If you answered "yes" to any of the questions in Section 8, attach supporting information in Tab 5.

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50-296-A • 03-17/3 Data Analysis and Texas Comptroller of Public Accounts Transparency Form 50-296-A

SECTION 9: Projected Timeline

1. Application approval by school board ...... _____Q4_ 2019

2. Commencement of construction ...... _ ___Q1_ __ 2021_ ____

3. Beginning of qualifying time period ...... ____01/01/2021_

4. First year of limitation ...... _____01/01/2022_

5. Begin hiring new employees ...... _ ____Q3_ 2021

6. Commencement of commercial operations ...... ____Q4__ 2021_ 7. Do you propose to construct a new building or to erect or affix a new improvement after your application review start date (date your application is finally determined to be complete)? ...... Yes No Note: Improvements made before that time may not be considered qualified property. Q4 2021 8. When do you anticipate the new buildings or improvements will be placed in service? ...... ------

SECTION 10: The Property . Brazoria County 1. Identify county or counties in which the proposed project will be located

2. Identify Central Appraisal District (CAD) that will be responsible for appraising the property ___B_ ra_z_o_r_ia_C_o_u_n_t_y_A_p_p_r_a_is_a_l_D_is_tr_ic_t__ _

3. Will this CAD be acting on behalf of another CAD to appraise this property? ...... D Yes [Z] No

4. List all taxing entities that have jurisdiction for the property, the portion of project within each entity and tax rates for each entity: County: Brazoria County, $.367914, 100% City: West Brazoria County Drainage #11, $.02, 100% (Name, tax rate and percent of project) (Name, tax rate and percent of project) Brazoria Co ESD #2, $0.0847 Brazoria Co ESD #1, $.079114, 100% Hospital District: Water District: (Name, tax rate and percent of project) (Name, tax rate and percent of project)

0 Other ( describe): _ _ P_o_rt_ F___reepo____rt, $.____0401, __ 100__ _1/o__ Other (describe): Brazoria County Road & Bridge, $.06, 100% (Name, tax rate and percent of project) (Name, tax rate and percent of project)

5. Is the project located entirely within the ISO listed in Section 1? D Yes No Sa. If no, attach in Tab 6 additional information on the project scope and size to assist in the economic analysis. 6. Did you receive a determination from the Texas Economic Development and Tourism Office that this proposed project and at least one other project seeking a limitation agreement constitute a single unified project (SUP), as allowed in §313.024(d-2)? ...... D Yes [Z] No 6a. If yes, attach in Tab 6 supporting documentation from the Office of the Governor.

SECTION 11: Investment NOTE: The minimum amount of qualified investment required to qualify for an appraised value limitation and the minimum amount of appraised value limitation vary depending on whether the school district is classified as Subchapter B or Subchapter C, and the taxable value of the property within the school district. For assistance in determining estimates of these minimums, access the Comptroller's website at comptroller.texas.gov/economy/local/ch313/.

1. At the time of application, what is the estimated minimum qualified investment required for this school district? ...... ___3_ 0_,_0_0_0_,0_0_0_.0_0_· ___

2. What is the amount of appraised value limitation for which you are applying? ...... ___3_ 0_,0_0_0_,0_0_0_._0_0__ _ Note: The property value limitation amount is based on property values available at the time of application and may change prior to the execution of any final agreement. 3. Does the qualified investment meet the requ irements of Tax Code §313.021 (1 )? ...... [l] Yes D No 4. Attach a description of the qualified investment [See §313.021 (1 ).] The description must include: a. a specific and detailed description of the qualified investment you propose to make on the property for which you are requesting an appraised value limitation as defined by Tax Code §313.021 (Tab 7); b. a description of any new buildings, proposed new improvements or personal property which you intend to include as part of your minimum qualified investment (Tab 7); and c. a detailed map of the qualified investment showing location of tangible personal property to be placed in service during the qualifying time period and buildings to be constructed during the qualifying time period, with vicinity map (Tab 11 ). 5. Do you intend to make at least the minimum qualified investment required by Tax Code §313.023 (or §313.053 for Subchapter C school districts) for the relevant school district category during the qualifying time period? ...... [l] Yes D No For more information, visit our website: comptroller.texas.gov/economy/local/ch313/ Pages

50-296-A • 03-17/3 Data Analysis and Texas Comptroller of Public Accounts Transparency Form 50-296-A SECTION 12: Qualified Property

1. Attach a detailed description of the qualified property. [See §313.021 (2)] (If qualified investment describes qualified property exactly, you may skip items a, b and c below.) The description must include: 1a. a specific and detailed description of the qualified property for which you are requesting an appraised value limitation as defined by Tax Code §313.021 (Tab 8); 1b. a description of any new buildings, proposed new improvements or personal property which you intend to include as part of your qualified property (Tab 8); and 1c. a map of the qualified property showing location of new buildings or new improvements with vicinity map (Tab 11 ). 2. Is the land upon which the new buildings or new improvements will be built part of the qualified property described by §313.021 (2)(A)? ...... D Yes [Z] No 2a. If yes, attach complete documentation including: a. legal description of the land (Tab 9); b. each existing appraisal parcel number of the land on which the new improvements will be constructed, regardless of whether or not all of the land described in the current parcel will become qualified property (Tab 9); c. owner (Tab 9); d. the current taxable value of the land. Attach estimate if land is part of larger parcel (Tab 9); and e. a detailed map showing the location of the land with vicinity map (Tab 11) . 3. Is the land on which you propose new construction or new improvements currently located in an area designated as a reinvestment zone under Tax Code Chapter 311 or 312 or as an enterprise zone under Government Code Chapter 2303? D Yes [Z] No 3a. If yes, attach the applicable supporting documentation: a. evidence that the area qualifies as a enterprise zone as defined by the Governor's Office (Tab 16); b. legal description of reinvestment zone (Tab 16); c. order, resolution or ordinance establishing the reinvestment zone (Tab 16); d. guidelines and criteria for creating the zone (Tab 16); and e. a map of the reinvestment zone or enterprise zone boundaries with vicinity map (Tab 11) 3b. If no, submit detailed description of proposed reinvestment zone or enterprise zone with a map indicating the boundaries of the zone on which you propose new construction or new improvements to the Comptroller's office within 30 days of the application date. What is the anticipated date on which you will submit final proof of a reinvestment zone or enterprise zone? ...... Application approval date

SECTION 13: Information on Property Not Eligible to Become Qualified Property

1. In Tab 10, attach a specific and detailed description of all existing property. This includes buildings and improvements existing as of the application review start date (the date the application is determined to be complete by the Comptroller). The description must provide sufficient detail to locate all existing property on the land that will be subject to the agreement and distinguish existing property from future proposed property.

2. In Tab 10, attach a specific and detailed description of all proposed new property that will not become new improvements as defined by TAC 9.1051. This includes proposed property that: functionally replaces existing or demolished/removed property; is used to maintain, refurbish, renovate, modify or upgrade existing property; or is affixed to existing property; or is otherwise ineligible to become qualified property. The description must provide sufficient detail to distinguish existing property (question 1) and all proposed new property that cannot become qualified property from proposed qualified property that will be subject to the agreement (as described in Section 12 of this application).

3. For the property not eligible to become qualified property listed in response to questions 1 and 2 of this section, provide the following supporting · information in Tab 10: a. maps and/or detailed site plan; b. surveys; c. appraisal district values and parcel numbers; d. inventory lists; e. existing and proposed property lists; f. model and serial numbers of existing property; or g. other information of sufficient detail and description.

4. Total estimated market value of existing property (that property described in response to question 1): ...... $ ______O_ .O_O_ 5. In Tab 10, include an appraisal value by the CAD of all the buildings and improvements existing as of a date within 15 days of the date the application is received by the school district.

6. Total estimated market value of proposed property not eligible to become qualified property (that property described in response to question 2) : ...... $ ______0_ .0_0 Note: Investment for the property listed in question 2 may count towards qualified investment in Column C of Schedules A-1 and A-2, if it meets the requirements of 313.021 (1). Such property cannot become qualified property on Schedule B.

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50-296-A • 03-17/3 Data Analysis and Texas Comptroller of Public Accounts Transparency Form 50-296-A

SECTION 14: Wage and Employment Information

1. What is the estimated number of permanent jobs (more than 1,600 hours a year), with the applicant or a contractor of the applicant, on the proposed qualified property during the last complete quarter before the application review start date (date your application is finally determined to be complete)? ...... ______0 ___

2. What is the last complete calendar quarter before application review start date: D First Quarter [l] Second Quarter D Third Quarter D Fourth Quarter of __2_ 0_1_9_ _ (year) 3. What were the number of permanent jobs (more than 1,600 hours a year) this applicant had in Texas during the 0 most recent quarter reported to the Texas Workforce Commission (TWC)? ...... ------Note: For job definitions see TAC §9 .1051 and Tax Code §313.021(3).

4. What is the number of new qualifying jobs you are committing to create? ...... ------

5. What is the number of new non-qualifying jobs you are estimating you will create? ...... ______0 _

6. Do you intend to request that the governing body waive the minimum new qualifying job creation requirement, as provided under Tax Code §313.025(f-1 )? ...... Yes D No

6a. If yes, attach evidence in Tab 12 documenting that the new qualifying job creation requirement above exceeds the number of employees necessary for the operation, according to industry standards.

7. Attach in Tab 13 the four most recent quarters of data for each wage calculation below, including documentation from the TWC website. The final actual statutory minimum annual wage requirement for the applicant for each qualifying job - which may differ slightly from this estimate - will be based on information from the four quarterly periods for which data were available at the time of the application review start date (date of a completed application). See TAC §9.1051 (21) and (22).

a. Average weekly wage for all jobs (all industries) in the county is 1,138.00

b. 110% of the average weekly wage for manufacturing jobs in the county is ...... _____2-'- ,5_4_6_.7_8_~--

c. 110% of the average weekly wage for manufacturing jobs in the region is ...... 1,273.50

8. Which Tax Code section are you using to estimate the qualifying job wage standard required for this project? ...... D §313.021 (5)(A) or [l) §313.021 (5)(8)

9. What is the minimum required annual wage for each qualifying job based on the qualified property? ...... 66,222.20

10. What is the annual wage you are committing to pay for each of the new qualifying jobs you create on the qualified property? ...... 66,225.00 11. Will the qualifying jobs meet all minimum requirements set out in Tax Code §313.021 (3)? ...... Yes D No 12. Do you intend to satisfy the minimum qualifying job requirement through a determination of cumulative economic benefits to the state as provided by §313.021 (3)(F)? ...... D Yes No 12a. If yes, attach in Tab 12 supporting documentation from the TWC, pursuant to §313.021 (3)(F).

13. Do you intend to rely on the project being part of a single unified project, as allowed in §313.024(d-2), in meeting the qualifying job requirements? ...... D Yes No 13a. If yes, attach in Tab 6 supporting documentation including a list of qualifying jobs in the other school district(s).

SECTION 15: Economic Impact

1. Complete and attach Schedules A 1, A2, B, C, and D in Tab 14. Note: Excel spreadsheet versions of schedules are available for download and printing at URL listed below. 2. Attach an Economic Impact Analysis, if supplied by other than the Comptroller's Office, in Tab 15. (not required) 3. If there are any other payments made in the state or economic information that you believe should be included in the economic analysis, attach a separate schedule showing the amount for each year affected, including an explanation, in Tab 15.

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50-296-A • 03-1 7/3 TAB02

Proof of Payment of Application Fee

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Proof of payment of filing fee received by the Comptroller of Public Accounts per TAC Rule §9.1054 (b)(5)

(Page Inserted by Office of Texas Comptroller of Public Accounts) TAB03

Combined Group membership documentation

-Not Applicable-

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB04

Project Description

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB 04 - PROJECT DESCRIPTION;

This proposed project provides for the design and construction of a solar energy facility, and associated infrastructure, with an approximate total generation capacity of 200 megawatts AC located within a proposed, contiguous reinvestment zone. Approximately 125 megawatts AC will be located within Columbia-Brazoria Independent School District. The total estimated Qualified Investment for this project is $217 million dollars with an estimated $155 million dollars to be allocated within Columbia-Brazoria Independent School District. The remaining investment will be located within the boundary of neighboring Damon Independent School District.

If approved, the project will be executed in one phase and estimated to commence construction on or about Ql 2021 with completion on or about Q4 2021.

Site Information:

If approved, the proposed solar energy facility would be constructed in what is generally described as approx. 1,290 acres of vacant cropland located exclusively within Precinct No. 4, Brazoria County, Texas. The legal description of the proposed reinvestment zone can be found in Tab 16.

Proposed Improvements and Tangible Personal Property:

Potential project-related improvements and tangible personal property for which this value limitation is sought includes, but is not limited to, the following: photovoltaic solar panel modules, DC to AC inverters, tracker racking systems (mounting structures), medium- and high-voltage electric cabling, substation, high voltage transformer, switchgear, transmission equipment, telecom, SCADA equipment, high voltage transmission line, meteorological equipment, other associated safety, operations, and maintenance equipment.

Additional support infrastructure related to the project may also include: underground collection systems for cables, perimeter fencing, and security equipment. All qualified property and investment would reside within the contiguous reinvestment zone and school district boundary.

Items For Which Value Limitation Is Requested:

The Applicant requests that a value limitation be approved for all items mentioned above as well as any additional qualified project-related items.

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB OS

Documentation to assist in determining if limitation is a determining factor

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB OS - UMIJAIIPN AS A DETERMINING FACTOR;

Brazoria West Solar Project, LLC is owned by Savion, LLC. Savion, LLC is one of the country's most uniquely skilled and experienced leaders in developing, financing, and constructing utility scale solar and energy storage projects. Currently, Savion has more than 96 solar projects under development totaling 8,200+ megawatts of production capacity in 23 states. These provide numerous opportunities for capital investment in a variety of nearby, highly marketable regions with competitive incentives packages.

The decision to invest capital for the Brazoria West solar project is on going and therefore the opportunity to consider redeployment of resources and investment to other regions and alternative sites is still available. Savion is currently evaluating development in 23 states including, but not limited to:

Alabama Michigan Arkansas Mississippi Colorado Pennsylvania Florida New Mexico Georgia North Carolina Kansas Oklahoma Kentucky South Carolina Louisiana Virginia

During the development process, all requisite elements directly affecting return on investment are considered. Therefore, tax incentives play a vital role in the development of utility-scale solar energy projects. The Chapter 313 value limitation incentive program, specifically, is considered an important component that contributes to the viability, marketability, and success of the project. Critical project economics specific for this project include:

• Texas' low power prices; • Third-party investment • Market competition; and • High property tax burdens

With respect to these challenges, the Chapter 313 value limitation incentive plays a significant function in the decision to invest capital for this project as it is considered essential within the overall economic and financial analysis.

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Finally, local and state regulatory permits, due diligence, and tax incentive agreements will be pursued, when appropriate.

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB06

Description of Project located in more than one District

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB 06 - DESCRIPTION Of PROJECT LOCATED IN MORE THAN ONE PISJRICT;

The proposed solar energy project, if approved, will be located within the proposed reinvestment zone. Currently, the objective is to develop and construct the project in one phase. Approximately 71.24% of the total proposed project will be located within the Columbia Brazoria Independent School District boundary. The remaining 28.76% of the total project will be located within Damon Independent School District.

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB07

Description of Qualified Investment

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB oz -DESCRIPTION Of OUAUFIEP INVESTMENT;

If approved, the project will be executed in one phase and estimated to commence construction on or about Ql 2021 with completion on or about Q4 2021.

Site Information:

Potential project-related improvements and tangible personal property for which this value limitation is sought includes, but is not limited to, the following:

• Photovoltaic solar panel modules (approx. 397,000 panels); • DC to AC inverters, tracker racking systems (mounting structures); • Medium- and high-voltage electric cabling; • Substation, including high voltage transformer, switchgear, transmission equipment, telecom, and supervisory control and data acquisition (SCADA) equipment; • High voltage transmission line ("gen-tie"); • Meteorological equipment; and • other associated safety, operations, and maintenance equipment.

Additional support infrastructure related to the project may also include:

• underground collection systems for cables; • perimeter fencing; and • security equipment.

Based on the current project configuration and attributes, the productive life range for this project is estimated at 30-35 years.

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB08

Description of Qualified Property

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB 08 - PESCRIPIION Of OUAUFIEP PROPERTY;

If approved, the project will be executed in one phase and estimated to commence construction on or about Ql 2021 with completion on or about Q4 2021.

Site Information:

Potential project-related improvements and tangible personal property for which this value limitation is sought includes, but is not limited to, the following:

Additional support infrastructure related to the project may also include:

• underground collection systems for cables; • perimeter fencing; and • security equipment.

Based on the current project configuration and attributes, the productive life range for this project is estimated at 30-35 years.

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB09

Description of Land

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB 09 - PESCBIPIION Of LAND;

The associated land accounts for the proposed project are generally described as vacant cropland located within Brazoria County, Texas, Columbia-Brazoria Independent School District, and the proposed contiguous reinvestment zone. The legal description of the land can be found in Tab 16. Currently, there are no existing project-related or Applicant-owned improvements on the land designated for the proposed project.

Below please find the three (3) Brazoria County Appraisal District parcel identification numbers for the designated land:

• 160862 • 180075 • 508467

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB 10

Description of any Existing Improvements

-Not Applicable-

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB 11

Maps

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB 11- MAPS;

11.a. 1. Proposed project vicinity map 2. Proposed project vicinity map (zoom)

11.b. Qualified Investment (proposed facility footprint) **CONFIDENTIAL**

11.c. Qualified Property (same as 11.b.)

11.d. Existing property (not applicable)

11.e. Land location within vicinity map

11.f. 1. Reinvestment zone within vicinity map 2. Location of proposed project area within ISD boundary

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Map 11.a.1

Needville Sandy Poin\

FORT BEND Rosharon COUNTY "'-Guy \ ' • Bonney

•Holi day Lakes

Van Vleck

MATAGORDA COUNTY Map 11.a.2

E:.aqle Nest ~unor Lake Lal,e

Project Vicinity & Reinvestment Zone Brazoria West Miles 0 2 4 Project Boundary Angleton N West Columbia Proposed Reinvestment Zone BRA ORIA Scale 1:200,000 • co Independent School District Boundary •weeny Bay City . MATAGORDA COUNTY

I D Site Location Confidentiality Request

In accordance with 34 TAC 9.1053 please accept this as a request for the following items to be deemed confidential and segregated from the remaining value limitation application materials. These items will be submitted separately to protect against unintended disclosure:

Tab 11.b. Qualified Investment and Property project layout

These items depict trade secret information of a specific and proprietary nature that could potentially expose the proposed project to detrimental and unwarranted observation from industry competitors. Therefore, pursuant to Texas Government Code 552.110, we formally request that the aforementioned items be considered confidential, removed and submitted separately from the remaining value limitation application materials.

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Map 11.f.1

E:.aqle Nest ~unor Lake Lal,e

I D Site Location Map 11.f.2

E:.aqle Nest ~unor Lake Lal,e

I D Site Location TAB 12

Request for Waiver of Job Creation Requirement

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC ,,, -,,. /\ I 16105 W 113th St, Suite 108 A REN EWAB LE EN ERGY COMPANY I Lenexa, KS 66219

Request of Waiver for Job Creation Requirement

June___, 2019

Mr. Steven Galloway Superintendent of Columbia-Brazoria Independent School District 520 S. 16th St. West Columbia, TX 77486-3752

Re: Chapter 313 Job Waiver Request Brazoria West Solar Project, LLC

Dear Mr. Galloway,

Please consider this letter to be Brazoria West Solar Project, LLC's formal request to waive the minimum new job creation requirement, as provided under Texas Tax Code 313.025(f-1).

Based upon knowledge of staffing requirements, Brazoria West Solar Project, LLC, requests the job creation requirement under Chapter 313 of the Texas Tax Code be waived. In line with solar industry standards for job requirements, Brazoria West Solar Project, LLC, has committed to create one (1) new permanent job. Solar projects create a large number of full-time, temporary jobs during the construction phase (1st year) but require a small number of highly skilled technicians to operate the solar project once construction operations end and commercial operations begin. Hiring one (1) permanent, full -time employee is industry standard for a 200MW utility-scale solar energy facility.

These permanent employees of a solar energy project maintain and service solar panels, mounting infrastructure, underground electrical connections, substations and other infrastructure associated with the safe and reliable operation of the project. In addition to the on-site employee described above, there also may be asset managers or technicians who supervise, monitor, and support solar project operations from offsite locations.

The waiver request herein is in line with industry standards for the number of jobs specifically relegated to a solar generation facility of this size. This is evidenced by previously filed limitation agreement applications by solar developers who similarly requested a waiver of the job requirements and in addition, by readily available documentation and education materials related to the development of solar generation fa cilities. TAB 13

Calculation of three possible Wage Requirements and Supporting information

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB 13 WAGE DATA CALCULATIONS

A~. Weekly 7.a. Year Quarter County Ownership Industry Wages 2018 1 Brazoria Total All All Industries $ 1,206 2018 2 Brazoria Total All All Industries $ 1,097 2018 3 Brazoria Total All All Industries $ 1,100 2018 4 Brazoria Total All All Industries $ 1,149 (Mean Avg.) $ 1,138.00 Average Weekly Wage For All Jobs

Avg. Weekly 7.b. Year Quarter County Ownership Industry Wages 2018 1 Brazoria Private Manufacturing $ 2,962 2018 2 Brazoria Private Manufacturing $ 2,108 2018 3 Brazoria Private Manufacturing $ 2,077 2018 4 Brazo ria Private Manufacturing $ 2,114 (Mean Avg.) $ 2,315.25 110% S 2,546.78 110% of County Average Weekly Wage fo r Manufacturing Jobs

7.c. Year IHouston-Galveston Area Council 2017 Manufacturing Average Wages by COG Region $ 60,202 Data published: July 2018 110% S 66,222.20 110% ofAv erage Annual Wage for Manufacturing Jobs in Region $ 1,273.50 110% ofAve rage Weekly Wage for M anufacturing Jobs in Region

* Data from the Texas Workforce Commission's "Tracer" system. QUARTERLY EMPLOYMENT AND WAGES (QCEW)

Industry Average Year Period Area Ownership Code Industry Level Weekly Wage 2018 01 Brazoria Total All 10 Total, All Industries 0 1,206 2018 02 Brazoria Total All 10 Total, All Industries 0 1,097 2018 03 Brazoria Total All 10 Total, All Industries 0 1,100 2018 04 Brazoria Total All 10 Total, All Industries 0 1,149

Industry Average Year Period Area Ownership Code Industry Level Weekly Wage 2018 01 Brazoria Private 31-33 Manufacturing 2 2,962 2018 02 Brazoria Private 31-33 Manufacturing 2 2,108 2018 03 Brazoria Private 31-33 Manufacturing 2 2,077 2018 04 Brazoria Private 31-33 Manufacturing 2 2,114 2017 Manufacturing Average Wages by Council of Government Region Wages for All Occupations Wages I COG Hourly Annual Texas $26.24 $54,587 1. Panhandle Regional Planning Commission $23.65 $49,190 2. South Plains Association of Governments $19.36 $40,262 3. NORTEX Regional Planning Commission $23.46 $48,789 4. North Central Texas Council of Governments $26.80 $55,747 5. Ark-Tex Council of Governments $18.59 $38,663 6. East Texas Council of Governments $21.07 $43,827 7. West Central Texas Council of Governments $21.24 $44,178 8. Rio Grande Council of Governments $18.44 $38,351 9. Permian Basin Regional Planning Commission $26.24 $54,576 10. Concho Valley Council of Governments $19.67 $40,924 11. Heart of Texas Council of Governments $21.53 $44,781 12. Capital Area Council of Governments $31.49 $65,497 13. Brazos Valley Council of Governments $17. 76 $36,93 1 14. Deep East Texas Council of Governments $17.99 $37,428 15. South East Texas Regional Planning Commission $34.98 $72,755 16. Houston-Galveston Area Council $28.94 $60,202 17. Golden Crescent Regional Planning Commission $26.94 $56,042 18. Alamo Area Council of Governments $22.05 $45,869 19. South Texas Development Council $15.07 $31,343 20. Coastal Bend Council of Governments $28.98 $60,276 21. Lower Rio Grande Valley Development Council $17.86 $37, 152 22. Texoma Council of Governments $21.18 $44,060 23. Central Texas Council of Governments $19.30 $40,146 24. Middle Rio Grande Development Council $24.07 $50,058 Source: Texas Occupational Employment and Wages Data published: July 2018 Data published annually, next update will be July 31, 2019

Note: Data is not supported by the Bureau of Labor Statistics (BLS). Wage data is produced from Texas OES data, and is not to be compared to BLS estimates. Data intended for TAC 313 purposes only. TAB 14

Schedules Al - D

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Schedule A1: Total Investment for Economic Impact (through the Qualifying Time Period) Date 25-Jun-19 Applicant Name Brazoria West Solar Project LLC Form 50-296A ISD Name Columbia-Brazoria ISD Revised May 2014 PROPERTY INVESTMENT AMOUNTS (Estimated Investment in each year. Do not put cumulative totals.) Column A Column B Column C Column D Column E New investment made during this year in New investment (original cost) in tangible buildings or permanent nonremovable Other new investment made during this year that Other new investment made during this year that Tax Year (Fill in personal property placed in service during this Total Investment (Sum of Columns A+B+C+D) components of buildings that will become will not become Qualified Property [SEE NOTE] may become Qualified Property [SEE NOTE] School Year (YYYY- actual tax year year that will become Qualified Property Year YYYY) below) YYYY Qualified Property

[The only other investment made before filing Investment made before filing complete application with district Not eligible to become Quali f ied Property complete application with district that may $ - Year preceding the become Qualified Property is land.] first complete tax year of the Investment made after filing complete application with district, but qualifying time -- 2019 before final board approval of application period (assuming $ - $ - $ - $ - $ - no deferrals of qualifying time period) Investment made after final board approval of application and before $ - Jan. 1 of first complete tax year of qualifying time period $ - $ - $ - $ -

Deferral Qualifying Time Period -- 2020-2021 2020 $ - $ - $ - $ - $ -

QTP1 2021-2022 2021 $ 155,000,000.00 $ - $ - $ - $ 155,000,000.00

Complete tax years of qualifying time period

QTP2 2022-2023 2022 $ - $ - $ - $ - $ -

Total Investment through Qualifying Time Period [ENTER this row in Schedule A2] $ 155,000,000.00 $ - $ 155,000,000.00

Enter amounts from TOTAL row above in Schedule A2

Total Qualified Investment (sum of green cells) $ 155,000,000.00

For All Columns: List amount invested each year, not cumulative totals. Column A: This represents the total dollar amount of planned investment in tangible personal property. Only include estimates of investment for "replacement" property if the property is specifically described in the application. Only tangible personal property that is specifically described in the application can become qualified property. Column B: The total dollar amount of planned investment each year in buildings or nonremovable component of buildings. Column C: Dollar value of other investment that may affect economic impact and total value. Examples of other investment that will not become qualified property include investment meeting the definition of 313.021(1) but not creating a new improvement as defined by TAC 9.1051. This is proposed property that functionally replaces existing property; is used to maintain, refurbish, renovate, modify or upgrade existing property; or is affixed to existing property—described in SECTION 13, question #5 of the application. Column D: Dollar value of other investment that may affect economic impact and total value. Examples of other investment that may result in qualified property are land or professional services. Total Investment: Add together each cell in a column and enter the sum in the blue total investment row. Enter the data from this row into the first row in Schedule A2. Qualified Investment: For the green qualified investment cell, enter the sum of all the green-shaded cells. Schedule A2: Total Investment for Economic Impact (including Qualified Property and other investments) Date 25-Jun-19 Applicant Name Brazoria West Solar Project LLC Form 50-296A ISD Name Columbia-Brazoria ISD Revised May 2014 PROPERTY INVESTMENT AMOUNTS (Estimated Investment in each year. Do not put cumulative totals.) Column A Column B Column C Column D Column E New investment made during this year in New investment (original cost) in tangible Other investment made during this year that buildings or permanent nonremovable Other investment made during this year that Total Investment Tax Year (Fill in personal property placed in service during will not become Qualified Property [SEE components of buildings that will become will become Qualified Property {SEE NOTE] (A+B+C+D) School Year (YYYY- actual tax year this year that will become Qualified Property NOTE] Year YYYY) below) YYYY Qualified Property Enter amounts from TOTAL row in Schedule A1 in the row below Total Investment from Schedule A1* -- TOTALS FROM SCHEDULE A1 $ 155,000,000.00 $ - $ - $ - $ 155,000,000.00

0 2019-2020 2019 $ - $ - $ - $ - $ - 0 2020-2021 2020 Each year prior to start of value limitation period** $ - $ - $ - $ - $ - Insert as many rows as necessary 1 2021-2022 2021 $ - $ - $ - $ - $ - 2/1 2022-2023 2022 $ - $ - $ - $ - $ - 2 2023-2024 2023 $ - $ - $ - $ - $ - 3 2024-2025 2024 $ - $ - $ - $ - $ - 4 2025-2026 2025 $ - $ - $ - $ - $ - 5 2026-2027 2026 $ - $ - $ - $ - $ - Value limitation period*** 6 2027-2028 2027 $ - $ - $ - $ - $ - 7 2028-2029 2028 $ - $ - $ - $ - $ - 8 2029-2030 2029 $ - $ - $ - $ - $ - 9 2030-2031 2030 $ - $ - $ - $ - $ - 10 2031-2032 2031 $ - $ - $ - $ - $ - Total Investment made through limitation $ 155,000,000.00 $ - $ - $ - $ 155,000,000.00

11 2032-2033 2032 $ - $ - 12 2033-2034 2033 $ - $ - Continue to maintain viable presence 13 2034-2035 2034 $ - $ - 14 2035-2036 2035 $ - $ - 15 2036-2037 2036 $ - $ - 16 2037-2038 2037 $ - $ - 17 2038-2039 2038 $ - $ - 18 2039-2040 2039 $ - $ - 19 2040-2041 2040 $ - $ - Additional years for 25 year economic impact as required by 20 2041-2042 2041 $ - $ - 313.026(c)(1) 21 2042-2043 2042 $ - $ - 22 2043-2044 2043 $ - $ - 23 2044-2045 2044 $ - $ - 24 2045-2046 2045 $ - $ - 25 2046-2047 2046 $ - $ - * All investments made through the qualifying time period are captured and totaled on Schedule A1 [blue box] and incorporated into this schedule in the first row. ** Only investment made during deferrals of the start of the limitation (after the end of qualifying time period but before the start of the Value Limitation Period) should be included in the "year prior to start of value limitation period" row(s). If the limitation starts at the end of the qualifying time period or the qualifying time period overlaps the limitation, no investment should be included on this line. *** If your qualifying time period will overlap your value limitation period, do not also include investment made during the qualifying time period in years 1 and/or 2 of the value limitation period, depending on the overlap. Only include investments/years that were not captured on Schedule A1. For All Columns: List amount invested each year, not cumulative totals. Only include investments in the remaining rows of Schedule A2 that were not captured on Schedule A1. Column A: This represents the total dollar amount of planned investment in tangible personal property. Only include estimates of investment for "replacement" property if the property is specifically described in the application. Only tangible personal property that is specifically described in the application can become qualified property. Column B: The total dollar amount of planned investment each year in buildings or nonremovable component of buildings. Column C: Dollar value of other investment that may affect economic impact and total value. Examples of other investment that will not become qualified property include investment meeting the definition of 313.021(1) but not creating a new improvement as defined by TAC 9.1051. This is proposed property that functionally replaces existing property; is used to maintain, refurbish, renovate, modify or upgrade existing property; or is affixed to existing property—described in SECTION 13, question #5 of the application. Column D: Dollar value of other investment that may affect economic impact and total value. Examples of other investment that may result in qualified property are land or professional services. Schedule B: Estimated Market And Taxable Value (of Qualified Property Only) Date 25-Jun-19 Applicant Name Brazoria West Solar Project LLC Form 50-296A ISD Name Columbia-Brazoria ISD Revised May 2014 Qualified Property Estimated Taxable Value Estimated Total Market Value Tax Year Estimated Total Market of tangible personal property in Market Value less any School Year (Fill in actual tax Estimated Market Value of Value of new buildings or the new buildings or "in or on exemptions (such as pollution Final taxable value for I&S Final taxable value for Year (YYYY-YYYY) year) YYYY Land other new improvements the new improvements" control) and before limitation after all reductions M&O after all reductions 0 2019-2020 2019 $ - $ - $ - $ - $ - $ - Each year prior to start of 0 2020-2021 2020 $ - $ - $ - $ - $ - $ - Value Limitation Period Insert as many rows as necessary 1 2021-2022 2021 $ - $ - $ - $ - $ - $ - 2/1 2022-2023 2022 $ - $ - $ 141,961,372.80 $ 141,961,372.80 $ 141,961,372.80 $ 30,000,000.00 2 2023-2024 2023 $ - $ - $ 138,042,004.46 $ 138,042,004.46 $ 138,042,004.46 $ 30,000,000.00 3 2024-2025 2024 $ - $ - $ 127,357,868.10 $ 127,357,868.10 $ 127,357,868.10 $ 30,000,000.00 4 2025-2026 2025 $ - $ - $ 111,345,551.09 $ 111,345,551.09 $ 111,345,551.09 $ 30,000,000.00 5 2026-2027 2026 $ - $ - $ 97,283,659.89 $ 97,283,659.89 $ 97,283,659.89 $ 30,000,000.00 Value Limitation Period 6 2027-2028 2027 $ - $ - $ 83,246,457.62 $ 83,246,457.62 $ 83,246,457.62 $ 30,000,000.00 7 2028-2029 2028 $ - $ - $ 66,798,998.14 $ 66,798,998.14 $ 66,798,998.14 $ 30,000,000.00 8 2029-2030 2029 $ - $ - $ 52,865,180.78 $ 52,865,180.78 $ 52,865,180.78 $ 30,000,000.00 9 2030-2031 2030 $ - $ - $ 43,625,347.08 $ 43,625,347.08 $ 43,625,347.08 $ 30,000,000.00 10 2031-2032 2031 $ - $ - $ 37,880,540.66 $ 37,880,540.66 $ 37,880,540.66 $ 30,000,000.00 11 2032-2033 2032 $ - $ - $ 37,095,123.94 $ 37,095,123.94 $ 37,095,123.94 $ 37,095,123.94 12 2033-2034 2033 $ - $ - $ 30,861,168.00 $ 30,861,168.00 $ 30,861,168.00 $ 30,861,168.00 Continue to maintain 13 2034-2035 2034 viable presence $ - $ - $ 30,861,168.00 $ 30,861,168.00 $ 30,861,168.00 $ 30,861,168.00 14 2035-2036 2035 $ - $ - $ 30,861,168.00 $ 30,861,168.00 $ 30,861,168.00 $ 30,861,168.00 15 2036-2037 2036 $ - $ - $ 30,861,168.00 $ 30,861,168.00 $ 30,861,168.00 $ 30,861,168.00 16 2037-2038 2037 $ - $ - $ 30,861,168.00 $ 30,861,168.00 $ 30,861,168.00 $ 30,861,168.00 17 2038-2039 2038 $ - $ - $ 31,293,224.35 $ 31,293,224.35 $ 31,293,224.35 $ 31,293,224.35 18 2039-2040 2039 $ - $ - $ 31,493,821.94 $ 31,493,821.94 $ 31,493,821.94 $ 31,493,821.94 19 2040-2041 2040 Additional years for 25 $ - $ - $ 31,754,598.81 $ 31,754,598.81 $ 31,754,598.81 $ 31,754,598.81 year economic impact as 20 2041-2042 2041 $ - $ - $ 32,316,272.07 $ 32,316,272.07 $ 32,316,272.07 $ 32,316,272.07 required by 21 2042-2043 2042 $ - $ - $ 32,416,570.87 $ 32,416,570.87 $ 32,416,570.87 $ 32,416,570.87 313.026(c)(1) 22 2043-2044 2043 $ - $ - $ 32,697,407.50 $ 32,697,407.50 $ 32,697,407.50 $ 32,697,407.50 23 2044-2045 2044 $ - $ - $ 33,239,020.99 $ 33,239,020.99 $ 33,239,020.99 $ 33,239,020.99 24 2045-2046 2045 $ - $ - $ 33,740,514.97 $ 33,740,514.97 $ 33,740,514.97 $ 33,740,514.97 25 2046-2047 2046 $ - $ - $ 34,944,100.53 $ 34,944,100.53 $ 34,944,100.53 $ 34,944,100.53 Notes: Market value in future years is good faith estimate of future taxable value for the purposes of property taxation. Only include market value for eligible property on this schedule. Schedule C: Employment Information Date ####### Applicant Name Brazoria West Solar Project LLC Form 50-296A ISD Name Columbia-Brazoria ISD Revised May 2014 Construction Non-Qualifying Jobs Qualifying Jobs Column A Column B Column C Column D Column E

Number of new qualifying jobs applicant commits to Tax Year Number of Construction Number of non-qualifying create meeting all criteria of School Year (Actual tax year) FTE's or man-hours Average annual wage rates jobs applicant estimates it Sec. 313.021(3) Average annual wage of Year (YYYY-YYYY) YYYY (specify) for construction workers will create (cumulative) (cumulative) new qualifying jobs 0 2019-2020 2019 0 0 $ -

Each year prior to start of 0 2020-2021 2020 0 0 $ - Value Limitation Period Insert as many rows as necessary 1 2021-2022 2021 250 FTEs $ 40,000.00 0 1 $ 66,225.00 2/1 2022-2023 2022 0 1 $ 66,225.00 2 2023-2024 2023 0 1 $ 66,225.00 3 2024-2025 2024 0 1 $ 66,225.00 4 2025-2026 2025 0 1 $ 66,225.00 Value Limitation Period 5 2026-2027 2026 0 1 $ 66,225.00 The qualifying time period could overlap the value limitation period. 6 2027-2028 2027 0 1 $ 66,225.00 7 2028-2029 2028 0 1 $ 66,225.00 8 2029-2030 2029 0 1 $ 66,225.00 9 2030-2031 2030 0 1 $ 66,225.00 10 2031-2032 2031 0 1 $ 66,225.00 11 Years Following Value through 2032-2047 2032-2046 Limitation Period 25 0 1 $ 66,225.00

Notes: See TAC 9.1051 for definition of non-qualifying jobs. Only include jobs on the project site in this school district.

Are the cumulative number of qualifying jobs listed in Column D less than the number of qualifying jobs required by statute? (25 Yes No C1. qualifying jobs in Subchapter B districts, 10 qualifying jobs in Subchapter C districts) If yes, answer the following two questions:

C1a. Will the applicant request a job waiver, as provided under 313.025(f-1)? Yes No

C1b. Will the applicant avail itself of the provision in 313.021(3)(F)? Yes No Schedule D: Other Incentives (Estimated) Date 25-Jun-19 Applicant Name Brazoria West Solar Project LLC Form 50-296A ISD Name Columbia-Brazoria ISD Revised May 2014

State and Local Incentives for which the Applicant intends to apply (Estimated) Beginning Year of Annual Tax Levy Incentive Description Taxing Entity (as applicable) Duration of Benefit Annual Incentive Annual Net Tax Levy Benefit without Incentive County:

Tax Code Chapter 311 City:

Other:

County:

Tax Code Chapter 312 City: Other:

County: Brazoria County (Please see below) 2022 (est.) TBD $ 203,928.00 $ 90,438.00 $ 113,490.00 Local Government Code Chapters 380/381 City:

Other: Freeport Exemptions Non-Annexation Agreements Enterprise Zone/Project Economic Development Corporation Texas Enterprise Fund Employee Recruitment Skills Development Fund Training Facility Space and Equipment Infrastructure Incentives Permitting Assistance Other: Other: Other: Other: TOTAL $ 203,928.00 $ 90,438.00 $ 113,490.00

Additional information on incentives for this project: The above twenty-five year projection is based on a potential Chapter 381 agreement with Brazoria County. This calculation is adjusted for depreciation. TAB 15

Economic Impact Study

-Pending, Not Attached-

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC TAB 16

Description of Reinvestment Zone

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Brazoria West Solar Project LLC- June 25, 2019

LEGAL DESCRIPTION:

FIELD NOTES FOR A 980.6775 ACRE TRACT OF LAND, 903.0792 ACRES BEING IN THE THOMAS K. DAVIS SURVEY, ABSTRACT 184, AND 77.5983 ACRES BEING IN THE JOHN H. SWISHER SURVEY, ABSTRACT 665, BRAZORIA COUNTY, TEXAS, BEING THAT CERTAIN CALLED 750. 7 ACRE TRACT DESCRIBED IN DEED, MARY RICHI TO G.D. BIRDWELL AND WIFE, LUCILE BIRDWELL, RECORDED IN VOLUME 388, PAGE 334 DEED RECORDS BRAZORIA COUNTY, TEXAS, THAT CERTAIN CALLED EAST ½ OF LOT 31-A RECORDED IN VOLUME 1133, PAGE 904, DEED RECORDS, BRAZORIA COUNTY, TEXAS. THAT CERTAIN CALLED 100 ACRE TRACT DESCRIBED IN DEED, MARY RICH AND JOHN RICH TO GLEN BIRDWELL AND LUCILE BIRDWELL RECORDED IN VOLUME 213, PAGE 3, BRAZORIA COUNTY DEED RECORDS, AND THAT CERTAIN CALLED 100 ACRE TRACT DESCRIBED IN DEED H.H. RICH AND WIFE, CORYNNE RICH, TO C.D. BIRDWELL AND WIFE, LUCILE BIRDWELL RECORDED IN VOLUME 457, PAGE 151, DEED RECORDS, BRAZORIA COUNTY, TEXAS

BEGINNING at a ¾ inch Iron Pipe net at a fence corner intersection being the Northeast corner of the George Tennille Survey, Abstract 131, same being the most Southeast corner of the John H. Swisher Survey, Abstract 665, for the Southeast corner and Place of Beginning of the herein described 980.6775 Acre Tract of land;

THENCE North 00 degrees 08 minutes 34 seconds East along the East line of the John H. Swisher Survey, Abstract 665, same being the West line of the James F. B. Austin Survey, Abstract 17, 4978.33 feet to a ¾ inch Iron Pipe set on said line at its point of inter-section with the South right-of-way line of County Road 23;

THENCE South 00 degrees 15 minutes 42 seconds East along said line, at 78.72 feet pass the North line of said County Road 23 and continuing along said line as located in County Road 456 for a total distance of 5916.38 feet to a 2 inch Square Bar found on said line for the Northeast corner of the herein described 980.6775 Acre Tract of land;

THENCE South 89 degrees 52 minutes 13 second West, at 313.10 feet pass the East line of the John H. Swisher Survey, Abstract 665, and continuing for a total distance of 3916.09 feet to a¾ inch Iron Pipe found at a fence corner intersection for the upper Northwest corner of the herein described 980.6775 Acre Tract of land;

THENCE South 00 degrees 07 minutes 09 Seconds East along a fence line, as located on the East line of that certain called 100 Acre Tract recorded in Volume 457, Page 151, and the East line of that certain called 100 Acre Tract recorded in Volume 213, Page 3, and the East line of part of the aforementioned called 750. 7 Acre Tract recorded in Volume 388, Page 344 at 5840.80 feet pass a ½ inch Iron Pipe found on the North right-of-way line of County Road 23, and continuing for a

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Brazoria West Solar Project LLC- June 25, 2019

total distance of 5880.16 feet to a point in the centerline of County Road 23 for a reentry corner to the herein described tract, name being the Northeast corner of that certain tract called the East ½ of Lot 31-1 Volume 1133, Page 904, Deed Records Brazoria, Texas;

THENCE South 89 degrees 49 minutes 19 second West along the North line of said East½ of Lot 31-A, as located in County Road 23, 546.98 feet to a point for the lower North-west corner of the herein described 980.6775 Acre Tract;

THENCE South 00 degrees 15 minutes 07 seconds West along the West line of the East ½ of said Lot 31-A, at 39.38 feet pass a 2 inch Iron Pipe with a cap marked "South Boundary Line 31-lA" and continuing for a total distance of 2351.31 feet to a Fence Corner Post for the upper Southwest corner of the herein described 980.6775 Acre Tract;

THENCE North 69 degrees 51 minutes 34 second East 876.90 feet ton 1 inch Iron Bar found for reentry corner to the herein described tract;

THENCE South 00 degrees 08 minutes 47 second East 2639.44 feet to n ½ inch Iron Pipe set at n fence corner intersection for the lower Southwest corner of the herein described tract, same being in the North line of the George Tennille Survey, Abstract 131;

THENCE South 89 degrees 45 minutes 05 seconds East along the North line of the George Tennille Survey, Abstract 131, same being the South line of the Thomas K. Davis Survey, Abstract 131, same being the South line of the Thomas K. Davis Survey, Abstract 184, at 3225.04 feet pass the Southeast corner of said Thomas K. Davis Survey, same being a Southwest corner of the John H. Swisher Survey, Abstract 665, and continuing for a total distance of 3538.14 feet to the Place of BEGINNING and containing 980.6775 acres of land, more or less, there being 7.5004 acres in County Road 23, and 5.3605 acres in County Road 456.

AND

A 944.64 ACRE TRACT OF LAND IN THE GEORGE TENNILLE LEAGUE, ABSTRATC 131, BRAZORIA COUNTY, TEXAS, BEING THE A.P. GEORGE TRACT, RECORDED IN VOLUME 294 PAGE 603 OF THE DEED RECORDS OF BRAZORIA COUNTY, TEXAS:

BEGINNING at a 1 ¼ inch iron pipe found at the southwest corner of the James E. B. Austin 3 League Grant, Abstract 17, same being a re-entry corner of the George Tennille League. Abstract 131 and the Place of Beginning of the herein described tract and the southwest corner of the A.H. Beal 1381.8821 acre tract (Volume 837, Page 401, Deed Records, Brazoria County, Texas), from which a 36 inch live-oak trees bears South 42 degrees 33 minutes 48 seconds East, 22.00 feet;

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Brazoria West Solar Project LLC- June 25, 2019

THENCE North 00 degrees 34 minutes 49 seconds East along the west of the James E. B. Austin 3 League Grant, Abstract 17, being the east line of the George Tennille League, Abstract 131 being the west line of the AH. Beal 1,281.8821 acre tract (Volume 837, Page 401, Deed Records Brazoria County, Texas) and being the case bearing for the herein descried survey, at 5+00.00 feet pass a ½ inch iron pipe, at 10+00.00 feet pass a ½ inch iron pope, at 15+00.00 herein described survey, at 5+00.00 feet pass a½ inch iron pipe at 10+00.00 feet pass a½ inch iron pipe, at 15+00.00 feet pass a ½ inch iron pipe, at 20+00.00 feet pass a ½ inch iron pipe, at 25+00.00 feet pass a ½ inch iron pipe, at 45+00.00 feet pass a ½ inch iron pipe set on said line and continuing for a total distance of 8,486.98 feet to a ¾ inch iron pipe found on said line foe the northeast corner of the herein described tract, same being the southeast corner of the J.M. Swisher Survey, Abstract 665 and being the southwest corner of the Earnest W. Speed 980.6775 acre tract, recorded in Volume 829, Page 461, Official records, Brazoria County, Texas;

THENCE South 89 degrees 15 minutes 00 seconds West along the north line of the J.M. Swisher survey, Abstract 665 and the Thomas K. Davis, Abstract 184, being the south line of the Ernest W. Speed 980.6775 acres tract, the south line of the Mary Lou Kelly 80.00 acre tract, recorded in Volume 217, Page 602, Deed Records Brazoria County, Texas, the south line of the Edwin Hawes, et al 80.00 acre tract, recorded in Volume 217, Page 440, Deed Records, Brazoria County, Taxes, the south line of the M.C. Rust, et al 80.00 acre tract, recorded in Volume 217, Page 440, Deed Records, Brazoria County Texas, the south the line of the M.C. Rust, et al 80.00 acre tract, recorded in Volume 217, Page 473, Deed Records Brazoria County, Texas, at 35+38.14 feet pass a½ inch iron pipe found at the southwest corner of the aforementioned Ernest W. Speed tract, same being the southeast corner of the Mary Lou Kelley 80.00 acre tract, at 48+58.14 feet pass the centerline of the access road adjoining the herein described tract recorded in Volume 1441, Page 35 and 36, Deed Records, Brazoria County, Texas at 73+10.00 feet pass as 1 inch iron pipe set on said line and continuing for a total distance of 7,383.09 feet to a point in the center line of Varner Creek for the northwest most corner of the herein described tract;

THENCE downstream with the center line meanders of Varne r Creek for the west and southwest line of the herein described tract being the east and southeast line of the adjoining tracts being Carrie Gayle Reaves, et al 82.75 acre tract, recorded in Volume 1033, Page 193, Deed Records, Brazoria County, Texas, the John and George McNeel 479.3107 acre tract, recorded in Volume 289, Page 370, Volume 419, Page 579, Volume 713, Page 280, Deed Records Brazoria County, Texas, Margaret McFarland Harris tract, recorded in Volume 1086, Page 644, Deed Records Brazoria County, Texas, the Mary Dell Tinsiey Griffin tract; recorded in Volume 1541, Page 937, Deed Records, Brazoria County, Texas, the M-Bank Houston tract, recorded in Volume 1371, Page 789 of the Official Records of Brazoria County, Texas, with the following courses and distances:

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Brazoria West Solar Project LLC- June 25, 2019

1.South 53 degrees 17 minutes 45 seconds East 53.36 feet; 2.South 53 degrees 55 minutes 52 seconds East 41.90 feet; 3.South 82 degrees 23 minutes 49 seconds East 56.25 feet; 4.South 84 degrees 18 minutes 15 seconds East 69.67 feet; 5.South 89 degrees 35 minutes 49 seconds East 63.24 feet; 6.South 83 degrees 14 minutes 54 seconds East 90.03 feet; 7.South 82 degrees 33 minutes 38 seconds East 142.63 feet; 8.South 80 degrees 03 minutes 39 seconds East 49.85 feet; 9.South 67 degrees 16 minutes 59 seconds East 54.85 feet; 10.South 80 degrees 10 minutes 13 seconds East 114.80 feet; 11.South 76 degrees 20 minutes 14 seconds East 63.94 feet; 12.South 78 degrees 53 minutes 50 seconds East 33.46 feet; 13.South 61 degrees 28 minutes 19 seconds East 77.73 feet; 14.South 49 degrees 10 minutes 19 seconds East 59.34 feet; 15.South 61 degrees 22 minutes 28 seconds East 142.52 feet; 16.South 69 degrees 55 minutes 22 seconds East 41.58 feet; 17.South 62 degrees 39 minutes 27 seconds East 146.38 feet; 18.South 74 degrees 10 minutes 12 seconds East 100.24 feet; 19.South 80 degrees 54 minutes 15 seconds West 38.69 feet; 20.South 64 degrees 55 minutes 57 seconds East 138. 72 feet; 21.South 73 degrees 38 minutes 01 seconds East 25.39 feet; 22.South 85 degrees 17 minutes 18 seconds East 72.60 feet; 23.South 70 degrees 24 minutes 31 seconds East 79.57 feet; 24.South 46 degrees 43 minutes 16 seconds East 72.55 feet; 25.South 57 degrees 26 minutes 28 seconds East 67.83 feet; 26.South 43 degrees 16 minutes 12 seconds East 41.51 feet; 27.South 67 degrees 04 minutes 02 seconds East 59.36 feet; 28.South 66 degrees 00 minutes 40 seconds East 31.54 feet; 29.South 78 degrees 49 minutes 33 seconds East 45.35 feet; 30.South 52 degrees 24 minutes 25 seconds East 75.10 feet; 31.South 21 degrees 55 minutes 40 seconds East 63.91 feet; 32.South 43 degrees 40 minutes 43 seconds East 108. 70 feet; 33.South 03 degrees 41 minutes 52 seconds West 47.93 feet; 34.South 11 degrees 32 minutes 39 seconds East 54.71 feet; 35.South 22 degrees 52 minutes 54 seconds East 55.36 feet; 36.South 24 degrees 19 minutes 57 seconds East 146.92 feet; 37.South 32 degrees 35 minutes 30 seconds East 179.40 feet; 38.South 08 degrees 17 minutes 56 seconds East 56.11 feet; 39.South 27 degrees 11 minutes 30 seconds West 69.40 feet; 40.South 26 degrees 01 minutes 06 seconds West 58.10 feet;

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Brazoria West Solar Project LLC- June 25, 2019

41.South 24 degrees 13 minutes 39 seconds West 28.53 feet; 42.South 14 degrees 46 minutes 04 seconds West 90.55 feet; 43.South 07 degrees 17 minutes 42 seconds West 27.65 feet; 44.South 26 degrees 54 minutes 37 seconds West 53.32 feet; 45.South 45 degrees 51 minutes 17 seconds West 87.33 feet; 46.South 51 degrees 19 minutes 26 seconds West 106.06 feet; 47.South 52 degrees 17 minutes 57 seconds West 106.34 feet; 48.South 58 degrees 40 minutes 36 seconds West 171.84 feet; 49.South 43 degrees 39 minutes 47 seconds West 86.47 feet; SO.South 50 degrees 59 minutes 30 seconds West 75.79 feet; 51.South 57 degrees 44 minutes 28 seconds West 83.25 feet; 52.South 63 degrees 36 minutes 21 seconds West 95.24 feet; 53.South 65 degrees 33 minutes 21 seconds West 138.46 feet; 54.South 61 degrees 37 minutes 26 seconds West 72.09 feet; 55.South 62 degrees 55 minutes 26 seconds West 143.61 feet; 56.South 38 degrees 03 minutes 33 seconds West 137.66 feet; 57.South 43 degrees 28 minutes 00 seconds West 22.13 feet; 58.South 38 degrees 02 minutes 23 seconds West 81.93 feet; 59.South 32 degrees 34 minutes 43 seconds West 38.06 feet; 60.South 28 degrees 59 minutes 13 seconds West 102.96 feet; 61.South 35 degrees 09 minutes 46 seconds West 118.51 feet; 62.South 40 degrees 18 minutes 18 seconds West 106.84 feet; 63.South 40 degrees 55 minutes 59 seconds West 89.49 feet; 64.South 43 degrees 28 minutes 53 seconds West 99.54 feet; 65.South 41 degrees 56 minutes 44 seconds West 141.24 feet; 66.South 40 degrees 27 minutes 26 seconds West 64.68 feet; 67.South 49 degrees 45 minutes 00 seconds West 51.67 feet; 68.South 39 degrees 04 minutes 47 seconds West 74.86 feet; 69.South 43 degrees 10 minutes 12 seconds West 73.88 feet; 70.South 42 degrees 00 minutes 13 seconds West 72.50 feet; 71.South 33 degrees 11 minutes 38 seconds West 48.65 feet; 72.South 38 degrees 33 minutes 09 seconds West 40.47 feet; 73.South 22 degrees 38 minutes 11 seconds West 73.28 feet; 74.South 17 degrees 22 minutes 26 seconds West 63.79 feet; 75.South 22 degrees 28 minutes 48 seconds West 113.00 feet; 76.South 21 degrees 21 minutes 35 seconds West 82.69 feet; 77.South 00 degrees 06 minutes 18 seconds East 26.07 feet; 78.South 15 degrees 27 minutes 11 seconds West 40.98 feet; 79.South 03 degrees03 minutes 35 seconds East 96.94 feet; 80.South 07 degrees 59 minutes 48 seconds East 57.27 feet;

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Brazoria West Solar Project LLC- June 25, 2019

81.South 16 degrees 12 minutes 18 seconds East 57.35 feet; 82.South 18 degrees 06 minutes 37 seconds East 125.18 feet; 83.South 18 degrees 41 minutes 28 seconds East 92.88 feet; 84.South 23 degrees 52 minutes 43 seconds East 196.08 feet; 85.South 35 degrees 40 minutes 51 seconds East 186.16 feet; 86.South 31 degrees 52 minutes 01 seconds East 113.88 feet; 87.South 34 degrees 37 minutes 28 seconds East 118.93 feet; 88.South 35 degrees 28 minutes 44 seconds East 161.07 feet; 89.South 51 degrees 09 minutes 31 seconds East 133.14 feet; 90.South 61 degrees 40 minutes 47 seconds East 115.46 feet; 91.South 71 degrees 52 minutes 49 seconds East 115.95 feet; 92.South 83 degrees 47 minutes 15 seconds East 114.21 feet; 93.South 72 degrees 49 minutes 54 seconds East 40.74 feet; 94.South 83 degrees 30 minutes 06 seconds East 61.49 feet; 95.South 86 degrees 28 minutes 31 seconds East 79.99 feet; 96.South 81 degrees 19 minutes 48 seconds East 127.35 feet; 97.South 72 degrees 03 minutes 53 seconds East 174.55 feet; 98.South 49 degrees 36 minutes 24 seconds East 176. 79 feet; 99.South 28 degrees 11 minutes 06 seconds East 84.87 feet; 100.South 13 degrees 30 minutes 07 seconds East 170.68 feet; 101.South 05 degrees 16 minutes 44 seconds East 141.55 feet; 102.South 07 degrees 36 minutes 14 seconds East 81.81 feet; 103.South 15 degrees 45 minutes 39 seconds East 244. 56 feet; 104.South 14 degrees 03 minutes 46 seconds East 187. 73 feet; 105.South 14 degrees 57 minutes 44 seconds East 58. 74 feet; 106.South 14 degrees 53 minutes 27 seconds East 89.99 feet; 107.South 40 degrees 56 minutes 29 seconds East 69.21 feet; 108.South 50 degrees 40 minutes 18 seconds East 288.20feet; 109.South 62 degrees 50 minutes 28 seconds East 119.31 feet; 110.South 86 degrees 51 minutes 13 seconds East 91.18 feet; 111.South 73 degrees 54 minutes 03 seconds East 60. 72 feet; 112.South 45 degrees 57 minutes 14 seconds East 67. 74 feet; 113.South 73 degrees 55 minutes 36 seconds East 54.45 feet; 114.South 85 degrees 18 minutes 15 seconds East 99.94 feet; 115.South 37 degrees 25 minutes 35 seconds West 27.83 feet; 116.South 71 degrees 29 minutes 18 seconds East 50.84 feet; 117.South 78 degrees 32 minutes 39 seconds East 51. 75 feet; 118.South 58 degrees 22 minutes 24 seconds East 78.84 feet; 119.South 66 degrees 42 minutes 06 seconds East 34.62 feet; 120.South 26 degrees 24 minutes 14 seconds East 24.21 feet;

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Brazoria West Solar Project LLC- June 25, 2019

121.South 44 degrees 48 minutes 01 seconds East 56.85 feet; 122.South 19 degrees 47 minutes 07 seconds East 25.56 feet; 123.South 63 degrees 22 minutes 06 seconds East 47.24 feet; 124.South 50 degrees 55 minutes 36 seconds East 44.68 feet; 125.South 34 degrees 04 minutes 37 seconds East 28.59 feet; 126.South 70 degrees 57 minutes 59 seconds East 81. 32 feet; 127.South 88 degrees 18 minutes 04 seconds East 37.86 feet; 128.South 85 degrees 23 minutes 24 seconds East 30.47 feet; 129.South 70 degrees 49 minutes 45 seconds East 117.17 feet; 130.South 38 degrees 09 minutes 41 seconds East 55. 73 feet; 131.South 77 degrees 02 minutes 06 seconds East 53.22 feet; 132.South 68 degrees 23 minutes 11 seconds East 84.23 feet; 133.South 74 degrees 34 minutes 24 seconds East 47.55 feet; 134.South 80 degrees 23 minutes 29 seconds East 33.09 feet; 135.South 74 degrees 13 minutes 19 seconds East 82.18 feet; 136.South 83 degrees 54 minutes 45 seconds East 49.87 feet; 137.South 74 degrees 22 minutes 59 seconds East 75.34 feet; 138.South 78 degrees 14 minutes 18 seconds East 17.15 feet; 139.South 77 degrees 35 minutes 32 seconds East 96.94 feet; 140.South 74 degrees 31 minutes 40 seconds East 125.65 feet; 141.South 88 degrees 58 minutes 16 seconds East 113.53 feet; 142.South 73 degrees 09 minutes 01 seconds East 54.45 feet; 143.South 62 degrees 51 minutes 26 seconds East 61. 53 feet; 144.South 47 degrees 44 minutes 45 seconds East 38.34 feet; 145.South 43 degrees 10 minutes 28 seconds East 89.37 feet; 146.South 73 degrees 40 minutes 20 seconds East 78. 72 feet; 147.South 89 degrees 32 minutes 34 seconds East 72.26 feet; 148.South 53 degrees 09 minutes 01 seconds East 43.44 feet; 149.South 17 degrees 27 minutes 30 seconds East 57.91 feet; 150.South 10 degrees 09 minutes 30 seconds East 119. 78 feet; 151.South 36 degrees 35 minutes 03 seconds East 42.96 feet; 152.South 47 degrees 10 minutes 12 seconds East 22.21 feet; 153.South 31 degrees 35 minutes 19 seconds East 168.90 feet; 154.South 53 degrees 01 minutes 22 seconds East 199.55 feet; 155.South 38 degrees 45 minutes 05 seconds East 55.59 feet; 156.South 45 degrees 55 minutes 04 seconds East along said center line 156.55 feet to the point in the center line of said creek for corner, said point being the southwest corner of that certain 20.00 acre tract, described in deed J. Rich, et al to William H. Olschewske and A.P. George, recorded in Volume 163, Page 215, Deed Records, Brazoria County, Texas.

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Brazoria West Solar Project LLC- June 25, 2019

THENCE North 00 degrees 34 minutes 49 seconds East along the west line of said 20.00 acre tract, at 0+60.5 feet pass a½ inch iron pipe set on said line, at 0+92.58 feet pass a½ inch iron pipe set on said line, at 4+1. 71 feet pass a½ inch iron pipe set on said line, at 925.15 pass a ½ inch iron pipe set on said line and continuing for a total distance of 1495.78 feet to a 1 inch iron pipe set at the northwest corner of said 20.00 acre for a re-entry corner to the herein described tract;

THENCE South 89 degrees 25 minutes 11 seconds East along the north line of said 20.00 acre tract, 435.60 feet to a ½ inch iron pipe set for its northeast corner;

THENCE South 00 degrees 34 minutes 49 seconds West along the east line of said 20.00 acre tract, at 3+ 78.07 feet pass a ½ inch iron pipe set on said line, at 7+95. 78 feet pass a ½ inch iron pipe set on said line, at 11+08.43 feet pass a ½ inch iron pipe set on said line, at 12+ 78.31 feet pass a ½ inch iron pipe set on said line, at 17+45.08 feet pass a ½ inch iron pipe set on said line, at 20+ 74. 70 feet pass a ½ inch iron pipe set on said line, at 20+99.86 feet pass a ½ inch iron pipe set on said line, at 21+48.79 feet pass a ½ inch iron pipe set on said line and continuing for a total distance of 2193.98 feet to a point in the center line of Varner Creek for corner;

THENCE along the center line of Varner Creek and adjoining M-Bank Houston tract, recorded in Volume 1371, Page 789, Official Records of Brazoria County, Texas and the J.G. Phillips tract, recorded in Volume 61, Page 262 Deed Records Brazoria County, Texas;

THENCE downstream with the centerline meanders of Varner Creek: 1.South 48 degrees 25 minutes 34 seconds West 55.12 feet; 2.South 81 degrees 30 minutes 18 seconds East 44.62 feet; 3.North 88 degrees 23 minutes 06 seconds East 186.82 feet to a point in the center line of Varner Creek the southwest corner of that certain called 100.00 acre tract being the P.E. Nelson Subdivision, as recorded in Volume 153 Page 293 of t he Deed Records of Brazoria County, Texas;

THENCE South 89 degrees 25 minutes 11 seconds East, along the north line of said called 100.00 acre tract 1366.40 feet to a ½ inch iron pipe set for its northeast corner being a re-entry corner to the herein described tract;

THENCE South 00 degrees 34 minutes 49 seconds West, along the east line of said call 100.00 acre tract (104.28 acres) at 3+30.97 feet pass a½ inch iron pipe, at 4+14.35 feet pass a½ inch iron pipe, at 7+36.28 feet pass a½ inch iron pipe, at 11+60.64 feet pass a½ inch iron pipe, at 15+86.14 feet pass a½ inch iron pipe, at 20+48.07 f eet pass a½ inch iron pipe, at 29+81.80 feet pass a ½ inch iron pipe, at

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Brazoria West Solar Project LLC- June 25, 2019

33+56.52 feet pass a ½ inch iron pipe, at 35+37.48 feel pass a ½ inch iron pipe and continuing for a total distance of 3637.48 feet to a point in the center line of Varner Creek, at the southeast corner of said called 100.00 acre tract;

THENCE downstream with the centerline meanders of Varner Creek being the south line of the herein described tract at an easterly line of the J.G. Phillips adjoining tract, recorded in Volume 61 Page 262, Deed Records, Brazoria County, Texas: l.South 64 degrees 18 minutes 04 seconds West 81.86 feet; 2.South 16 degrees 05 minutes 11 seconds East feet; 76.34 feet; 3.South 51 degrees 45 minutes 45 seconds East feet; 37.61 feet; 4.South 84 degrees 01 minutes 38 seconds East feet; 21.11 feet; 5.South 65 degrees 59 minutes 48 seconds East feet; 85.46 feet; 6.South 63 degrees 39 minutes 08 seconds East feet; 107.96 feet; 7.South 88 degrees 43 minutes 29 seconds East feet; 92.21 feet; 8.South 54 degrees 54 minutes 44 seconds East feet; 37.82 feet; 9.South 20 degrees 03 minutes 36 seconds East feet; 62.55 feet; 10.South 14 degrees 56 minutes 49 seconds East feet; 125.90 feet; 11.South 05 degrees 12 minutes 20 seconds East feet; 75.51 feet; 12.South 05 degrees 20 minutes 27 seconds West feet; 80.41 feet; 13.South 24 degrees 17 minutes 23 seconds West feet; 99.56 feet; 14.South 04 degrees 45 minutes 11 seconds East feet; 50.84 feet; 15.South 34 degrees 10 minutes 01 seconds East feet; 114.09 feet; 16.South 15 degrees 05 minutes 28 seconds East feet; 84.55 feet; 17.South 14 degrees 59 minutes 11 seconds West feet; 146.41 feet; 18.South 24 degrees 17 minutes 52 seconds East feet; 70.55 feet; 19.South 57 degrees 15 minutes 27 seconds East feet; 40.39 feet; 20.South 30 degrees 23 minutes 50 seconds East feet; 149.01 feet; 21.South 66 degrees 59 minutes 44 seconds East feet; 47.79 feet; 22.South 87 degrees 34 minutes 57 seconds East 15.37 feet, said point being on the common line of the Martin Varner Survey, Abstract 133 and the George Tennille League, Abstract 131 and being the Hogg Estate property;

THENCE North 00 degrees 06 minutes 54 seconds West along the common line of the Martin Varner Survey and the George Tennille League, at 0+50.00 feet pass a 1 inch iron pipe set on said line, at 3+02.50 feet pass a ½ inch iron pipe, at 8+02.50 feet pass a½ inch iron pipe, at 13+02.50 feet pass a½ inch iron pipe and continuing for a total distance of 1802.50 feet to a post set on concrete found on the south line of the James E. B. Austin 3 League Grant, Abstract 117 for corner, same being the north line of the Martin Varner Survey, Abstract 133:

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Brazoria West Solar Project LLC- June 25, 2019

THENCE South 89 degrees 57 minutes 11 seconds West along said line, 256.63 feet to the Place of Beginning and containing 944.94 acres of land, more or less SAVE AND EXCEPT that certain tract containing approximately 16.60 acres, conveyed to James J. Jakubec as described in Deed filed under Brazoria County Clerk's File No(s) 2000053050 AND

The 100 acres of real property reserved in that certain Cash Warranty Deed dated December 16, 1997 filed for record under Brazoria County, Texas Clerk's File No. 98 000211 more particularly described as:

Those certain tracts of land containing 881 acres, more or less, being a part of those certain 980.6775 acre tracts described on the attached property exhibit such 881 acre tract consisting of the following two tracts:

A) those certain 485 acres, more or less, lying North of C. R. 23, Brazoria County, Texas, together with all improvements thereon; and

B) those certain 396 acres, more or less, together with all improvements thereon, lying South of C. R. 23, Brazoria County, Texas, being that certain 496 acre tract lying South of C. R. 23, conveyed in 1990, SAVE AND EXCEPT the Northern most 100 acres of said 496 acre tract, such 100 acres being a rectangle, the Northernmost boundary running the full length of the 496 acre tract along C.R. 23, and extending an equal distance South and away from C.R. 23 to the Southernmost boundary of the 100 acre tract (being the Northernmost boundary of the 396 acre tract conveyed hereby).

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT

RESOLUTION CREATING BRAZORIA WEST SOLAR REINVESTMENT ZONE

WHEREAS, Section 312.0025 of the Texas Tax Code permits a school district to designate a reinvestment zone if that designation is reasonably likely to contribute to the expansion of primary employment in the reinvestment zone, or attract major investment in the reinvestment zone that would be a benefit to property in the reinvestment zone and to the school district and contribute to the economic development of the region of this state in which the school district is located; and,

WHEREAS, the Columbia-Brazoria Independent School District (the "District") desires to encourage the development of primary employment and to attract major investment in the District and contribute to the economic development of the region in which the school district is located; and,

WHEREAS, a public hearing is required by Chapter 312 of the Texas Tax Code prior to approval of a reinvestment zone; and,

WHEREAS, the District published notice of a public hearing regarding the possible designation of the area described in the attached Exhibit A as a reinvestment zone for the purposes of Chapter 313 of the Texas Tax Code; and,

WHEREAS, the District wishes to create a reinvestment zone within the boundaries of the school district in Pecos County, Texas as shown on the map attached as Exhibit B; and,

WHEREAS, the District has given written notice of the proposed action and the Public Hearing to all political subdivisions and taxing authorities having jurisdiction over the property proposed to be designated as the reinvestment zone, described in the attached Exhibits A & B; and,

WHEREAS, all interested members of the public were given an opportunity to make comments at the public hearing.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE COLUMBIA-BR4ZORIA INDEPENDENT SCHOOL DISTRICT:

SECTION 1. That the facts and recitations contained in the preamble of this Resolution are hereby found and declared to be true and correct.

SECTION 2. That the Board of Trustees of the Columbia-Brazoria Independent School District, after conducting such hearing and having heard such evidence and testimony, has made the following findings and determinations based on the evidence and testimony presented to it:

COLUMBIA-BRAZORIA INDEPENDENT S CHOOL DISTRICT R ESOLUTION C REATING BRAZORIA W EST S OLAR REINVESTMENT ZONE XXXX XX, 2019 Page I (a) That the public hearing on the adoption of BRAZORIA WEST SOLAR REINVESTMENT ZONE has been called, held and conducted, and that notices of such hearing have been published and mailed to the respective presiding officers of the governing bodies of all taxing units overlapping the territory inside the proposed reinvestment zone; and,

(b) That the boundaries of BRAZORIA WEST SOLAR REINVESTMENT ZONE be and, by the adoption ofthis Resolution, are declared and certified to be the area as described in the description attached hereto as "Exhibit A"; and,

(c) That the map attached hereto as "Exhibit B" is declared to be and, by the adoption of this Resolution, is certified to accurately depict and show the boundaries of BRAZORIA WEST SOLAR REINVESTMENT ZONE which ts described in Exhibit A; and further certifies that the property described in Exhibit A is inside the boundaries shown on Exhibit B; and,

(d) That creation of BRAZORIA WEST SOLAR REINVESTMENT ZONE with boundaries as described in Exhibit A and Exhibit B will result in benefits to the Columbia-Brazoria Independent School District and to land included in the zone, and that the improvements sought are feasible and practical; and,

( e) That the BRAZORIA WEST SOLAR REINVESTMENT ZONE described in Exhibit A and Exhibit B meets the criteria set forth in Texas Tax Code §312.0025 for the creation of a reinvestment zone as set forth in the Property Redevelopment and Tax Abatement Act, as amended, in that it is reasonably likely that the designation will contribute to the retention or expansion of primary employment, and/or will attract investment in the zone that will be a benefit to the property, and would contribute to economic development within the Columbia-Brazoria Independent School District.

SECTION 3. That pursuant to the Property Redevelopment and Tax Abatement Act, as amended, the Columbia-Brazoria Independent School District hereby creates a reinvestment zone under the provisions of Texas Tax Code §312.0025, encompassing the area described by the descriptions in Exhibit A and Exhibit B, and such reinvestment zone is hereby designated and shall hereafter be referred to as BRAZORIA WEST SOLAR REINVESTMENT ZONE.

SECTION 4. That the existence of the BRAZORIA WEST SOLAR REINVESTMENT ZONE shall first take effect upon, May 20th, 2019, the date of the adoption of this Resolution by the Board of Trustees and shall remain designated as a commercial-industrial reinvestment zone for a period of five (5) years from such date of such adoption.

SECTION 5. That if any section, paragraph, clause or provision of this Resolution shall for any reason beheld to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT RESOLUTIONC REATING B RAZORIA W ESTS OLAR REINVESTMENT ZONE XXXX XX, 2019 Page 2 Resolution.

SECTION 6. That it is hereby found, determined and declared that a sufficient notice of the date, hour, place and subject of the meeting of the Columbia-Brazoria Independent School District Board of Trustees, at which this Resolution was adopted, was posted at a place convenient and readily accessible at all times, as required by the Texas Open Government Act, Texas Government Code, Chapter 551, as amended; and that a public hearing was held prior to the designation of such reinvestment zone, and that proper notice of the hearing was published in newspapers of general circulation in Pecos County of the State of Texas, and furthermore, such notice was, in fact, delivered to the presiding officer of any effected taxing entity as prescribed by the Property Redevelopment and Tax Abatement Act.

PASSED, APPROVED AND ADOPTED on this XX day ofXXXX, 2019.

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT

By: ATTEST:------President Secretary Board of Trustees Board of Trustees

COLUMBIA-BRAZORIA INDEPENDENT S CHOOL DISTRICT R ESOLUTION C REATING B RAZORIA W ESTS OLAR REINVESTMENT ZONE XXXX XX, 2019 Page 3 EXHIBIT A

LEGAL DESCRIPTION OF BRAZORIA WEST SOLAR REINVESTM ENT ZONE

Brazoria West Solar Reinvestment Zone

COLUMBIA-BRAZORIA INDEPENDENT S CHOOL DISTRICT R ESOLUTION C REATING BRAZORIA W ESTS OLAR REINVESTMENT ZONE XXXX XX, 2019 Page 4 EXHIBITB

SURVEY MAPS OF BRAZORIA WEST SOLAR REINVESTMENT ZONE

COLUMBIA-BRAZORIA INDEPENDENT S CHOOL DISTRICT R ESOLUTION C REATING BRAZORIA W ESTS OLAR REINVESTMENT ZONE XXXX XX, 2019 Page 5 TAB 17

Signature and Certification Page

COLUMBIA-BRAZORIA INDEPENDENT SCHOOL DISTRICT - BRAZORIA WEST SOLAR PROJECT LLC Data Analysis and Texas Comptroller of Public Accounts Transparency Form 50-296-A SECTION 16: Authorized Signatures and Applicant Certification ·

After the application and schedules are complete, an authorized representative from the school district and the business should review the application documents and complete this authorization page. Attach the completed authorization page in Tab 17. NOTE: If you amend your application, you will need to obtain new signatures and resubmit this page, Section 16, with the amendment request.

1. Authorized School District Representative Signature I am the authorized representative for the school district to which this application is being submitted. I understand that this application is a government record as defined in Chapter 37 of the Texas Penal Code.

print.,. here., Print Name (Authorized School District Representative) Title

Date

2. ompany Representative (Applicant) Signature and Notarization I am the authorized representative for the business entity for the purpose of filing this application. I understand that this application is a government record as defined in Chapter 37 of the Texas Penal Code, The information contained in this application and schedules is true and correct to the best of my knowledge and belief. I hereby certify and affirm that the business entity I represent is in good standing under the laws of the state in which the business entity was organized and that no delinquent taxes are owed to the State of Texas.

print.,. Georgios Pergamalis Executive Vice President here., Title

Date

GIVEN under my hand and seal of office this, the

~ ,...... ,..._ 1J5~ayof~ <--...v-.c:... , '1--01"' NOTARY PUBLIC . State of Kansas My "~~t ExpKris K. Hanzllcek ,.,.,._,, ires ~~~~ ----- Notary Public in andforthe State of-l'eJEa& t:__ ~• f'

(Notary Seal) My Commission expires: ~ - {"'r- '2--o '2. I

If you make a false statement on this application, you could be found guilty of a Class A misdemeanor or a state jail felony under Texas Penal Code Section 37.10.

For more information, visit our website: comptroller.texas.gov/economy/local/ch313/ Page s

50-296-A • 03- 17/3